9309710Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              (Mark One)
               X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997
                                       or
               _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

                         Commission File Number 0-12362

                              Berger Holdings, Ltd.
             (Exact Name of Registrant as Specified in its Charter)

                             Pennsylvania 23-2160077
                  (State or Other jurisdiction (I.R.S. Employer
            of incorporation or organization) Identification Number)

               805 Pennsylvania Boulevard, Feasterville, PA 19053
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (215) 355-1200

        Indicate by check mark whether the Registrant: (1) has
    filed all reports  required to be filed by Section 13 or 15(d)
    of the Securities Exchange Act of 1934 during the preceding 12
    months or for such  shorter  period  that the  Registrant  was
    required  to file such  reports,  and (2) has been  subject to
    such filing requirements for the past ninety days.
                      YES     X          NO   _____

         Indicate by check mark whether the  Registrant  has filed
    all documents and reports  required to be filed by Section 12,
    13 or 15(d) of the Securities  Exchange Act of 1934 subsequent
    to the  distribution of securities under a plan confirmed by a
    court.
                      YES     X          NO   _____

         As of September 30, 1997, the Registrant had  outstanding
    5,135,133 shares of Common Stock, par value $0.01 per share.





<PAGE>



                        BERGER HOLDINGS, LTD.

INDEX
                                                      Page
PART I   FINANCIAL INFORMATION

      Item 1. Condensed Consolidated
              Balance Sheets at September 30, 1997
              and December 31, 1996                      3

              Condensed Consolidated Statement of
              Operations for the three month periods
              ended September 30, 1997 and 1996          5

              Condensed Consolidated Statement of
              Operations for the nine month periods
              ended September 30, 1997 and 1996          6

              Condensed Consolidated Statements
              of Cash Flows for the nine month periods
              ended September 30, 1997 and 1996          7

              Notes to Condensed Consolidated
              Financial Statements                       9


      Item 2. Management's Discussion and
              Analysis of Financial Condition
              and Results of Operations                 10


PART II   OTHER INFORMATION

      Item 1.  Legal Proceedings                        13

      Item 2.  Changes in Securities                    13

      Item 3.  Defaults Upon Senior Securities          13

      Item 4.  Submission of Matters to a
               Vote of Security Holders                 13

      Item 5.  Other Information                        13

      Item 6.  Exhibits and Reports on Form 8-K         13




<PAGE>

<TABLE>
                           BERGER HOLDINGS, LTD. AND SUBSIDIARY
                          CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>

      ASSETS                                September 30,       December 31,
                                               1997                1996
                                            -----------------  -----------------
<S>                                           <C>               <C>
Current Assets
    Cash                                       $    145,616       $1,236,709
    Trade accounts receivable, net of
       allowance for doubtful accounts
       of $43,000 in 1997 & 1996                  2,812,486        1,569,741
    Inventories (Note 2)                          2,616,753        2,133,895
    Prepaid and other assets                         70,641          153,733
    Deferred income taxes                           250,000          250,000
                                            -----------------  -----------------
    Total current assets                          5,895,496        5,344,078
                                            -----------------  -----------------

Other Assets
   Property and equipment, net (Note 3)           6,157,112        6,080,755
   Deferred income taxes                            700,000          250,000
   Other assets                                   1,021,252          145,654
   Goodwill, net of accumulated
      amortization                                1,620,274          472,374
                                            -----------------  -----------------
   Total other assets                             9,498,638        6,948,783
                                            -----------------  -----------------
                                               $ 15,394,134     $ 12,292,861
                                            =================  =================

</TABLE>



                                         - 3 -
<PAGE>

<TABLE>
                           BERGER HOLDINGS, LTD. AND SUBSIDIARY
                          CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                  September 30,        December 31,
   LIABILITIES AND STOCKHOLDERS' EQUITY               1997                 1996
                                                  -----------------  -----------------

<S>                                              <C>                  <C>
Current Liabilities
   Current maturities of long term debt
      and demand notes payable (Note 4)          $       727,713      $     247,717
   Accounts payable                                      522,211            110,867
   Accrued expenses                                      488,531            557,222
                                                  -----------------  -----------------
   Total current liabilities                           1,738,455            915,806

Long term debt, net of current
   maturities                                          4,153,235          3,721,719
                                                  -----------------  -----------------
   Total liabilities                                   5,891,690          4,637,525
                                                  -----------------  -----------------


Shareholders' Equity
   Common stock $.01 par value
      Authorized 20,000,000 shares
      Issued and outstanding  5,135,133 shares
      in 1997 and 4,858,150 in 1996                       51,351             48,581

      Additional paid-in-capital                      17,132,115         16,753,862
      Deficit                                         (7,173,106)        (8,634,191)
                                                  -----------------  -----------------
                                                      10,010,360          8,168,252
      Less common stock subscribed                      (507,916)          (512,916)
                                                  -----------------  -----------------
   Total shareholders' equity                          9,502,444          7,655,336
                                                  -----------------  -----------------
                                                 $    15,394,134      $  12,292,861
                                                 ==================  =================
</TABLE>




                                         - 4 -

<PAGE>

<TABLE>
                           BERGER HOLDINGS, LTD. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                Three Months      Three Months
                                                    Ended             Ended
                                                September 30,     September 30,
                                                     1997              1996
                                              -----------------  -----------------
<S>                                           <C>                <C>            
Net Sales                                     $     5,878,929    $     5,695,246
Cost of sales                                       4,552,603          4,382,870
                                              -----------------  -----------------
Gross profit                                        1,326,326          1,312,376

Operating expenses
    Selling, administrative and general
     expenses                                         729,029            631,136
                                              -----------------  -----------------
Income from operations                                597,297            681,240
                                              -----------------  -----------------
Other (expenses) income
    Interest expense                                 (192,070)          (158,279)
    Interest income                                     3,222                517
                                              -----------------  -----------------
                                                     (188,848)          (157,762)
Income from continuing operations             -----------------  -----------------
    before income tax benefit                         408,449            523,478
       Income tax benefit                             250,000                 -0-
                                              -----------------  -----------------
Net income                                           $658,449           $523,478
                                              =================  =================

Earnings per common share

Earnings per common share and common
share equivalents
    Net income                                          $0.13              $0.14
                                             ==================  =================
    Weighted average number of common
    shares outstanding                              5,075,886          3,733,217
                                             ==================  =================
Earnings per share assuming full dilution
    Net income                                          $0.11              $0.12
                                             ==================  =================
    Weighted average number of common
    and common share equivalents
    outstanding for the period                      5,762,354          4,881,574
                                             ==================  =================
</TABLE>

                                         - 5 -

<PAGE>

<TABLE>
                           BERGER HOLDINGS, LTD. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                        Nine Months Ended
                                                           September 30,
                                                       1997                1996
                                                -----------------  -----------------
<S>                                             <C>                <C>         
Net Sales                                       $  15,892,258      $ 14,846,977
Cost of sales                                      12,267,776        11,647,274
                                                -----------------  -----------------
Gross profit                                        3,624,482         3,199,703
Operating expenses
    Selling, administrative and general
    expenses                                        2,148,835         1,742,552
                                                -----------------  -----------------
Income from operations                              1,475,647         1,457,151
                                                -----------------  -----------------
Other (expenses) income
    Interest expense                                 (478,300)         (468,048)
    Interest income                                    13,738               721
                                                -----------------  -----------------
                                                     (464,562)         (467,327)
Income from continuing operations               -----------------  -----------------
    before income tax benefit                       1,011,085           989,824
       Income tax benefit                             450,000                -0-
                                                -----------------  -----------------
Net income                                         $1,461,085          $989,824
                                                =================  =================

Earnings per common share

Earnings per common share and common
share equivalents
    Net income                                          $0.29             $0.27
                                                =================   ================
    Weighted average number of common
    shares outstanding                              5,012,987         3,615,187
                                                =================   ================
Earnings per share assuming full dilution
    Net income                                          $0.26             $0.24
                                                =================   ================
    Weighted average number of common
    and common share equivalents
    outstanding for the period                      5,699,455         4,787,150
                                                =================   ================
</TABLE>


                                         - 6 -

<PAGE>

<TABLE>
                           BERGER HOLDINGS, LTD. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                        Nine Months Ended
                                                           September 30,
                                                       1997                1996
                                                -----------------  -----------------
<S>                                             <C>                <C>
Cash flows from operating activities
    Net Income                                  $ 1,461,085        $    989,824
                                                -----------------  -----------------
    Adjustments to reconcile net income
      to net cash provided by (used in)
      operating activities
         Deferred income tax                       (450,000)                 -0-
         Depreciation and amortization              562,249             522,576

    (Increase)  decrease in assets,  net of 
      effects from  purchase of Real-Tool, Inc.
         Accounts receivable                     (1,151,582)         (1,140,498)
         Inventories                               (423,403)           (857,553)
         Other current and long-term assets        (283,701)            304,362
      (Decrease) increase in liabilities
        Accounts payable and accrued expenses       342,653            (456,640)
                                                -----------------  -----------------
    Total adjustments                            (1,403,784)         (1,627,753)
                                                -----------------  -----------------
Net cash provided by (used in) operating activities  57,301            (637,929)
                                                -----------------  -----------------
Cash flows from investing activities
    Acquisition of property and equipment          (595,310)           (791,692)
    Payment for purchase of Real-Tool, Inc.        (900,618)                 -0-
                                                -----------------  -----------------
Net cash used in investing activities            (1,495,928)           (791,692)
                                                -----------------  -----------------
</TABLE>




                                         - 7 -



<PAGE>

<TABLE>
                           BERGER HOLDINGS, LTD. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                         Nine Months Ended
                                                             September 30,
                                                         1997               1996
                                                -----------------  -----------------
<S>                                             <C>                <C>
Cash flows from financing activities
    Proceeds from working capital line                  566,304        1,152,614
    Loan and mortgage repayments                       (404,792)               0
    Net proceeds from issuance of stock                 186,022          227,036
                                                -----------------  -----------------
Net cash provided by
    financing activities                                347,534        1,379,650
                                                -----------------  -----------------
Net (decrease) in cash                               (1,091,093)         (49,971)

Cash, beginning of period                             1,236,709          171,432
                                                -----------------  -----------------
Cash, end of period                                   $ 145,616         $121,461
                                                =================  =================
</TABLE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION

      Cash paid during the period for
        Interest                                      $478,300          $468,048

<TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:

<CAPTION>
     The Company purchased Real-Tool,  Inc. for a combination of cash and common
stock totalling  $1,850,618.  In connection with the acquisition,  the following
assets were acquired and liabilities incurred:
<S>                                               <C>
            Accounts Receivable                   $     91,163
            Inventory                                   59,455
            Equipment and pattern dies                  33,000
            Goodwill and other intangible assets     1,667,000
            Value assigned to common stock issued
              in connection with acquisition          (200,000)
            Debt Incurred                             (750,000)
                                                  -----------------
            Cash paid for capital stock and assets $   900,618
                                                  =================
</TABLE>


                                         - 8 -
<PAGE>

                           BERGER HOLDINGS, LTD. AND SUBSIDIARY
                   Notes to Condensed Consolidated Financial Statements


Note 1.   Basis of Presentation:
      The accompanying  unaudited condensed  consolidated  financial  statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and the  instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
solely  of  normal  recurring   accruals)   considered   necessary  for  a  fair
presentation have been included.

Note 2.   Inventories:
      Inventories are valued at the lower of cost or market.  Cost is determined
using the first-in, first-out method ("FIFO").
      Components  of  inventories  at  September  30, 1997 and December 31, 1996
consist of the following:

<TABLE>
<CAPTION>
                           September 30, 1997           December 31, 1996
                           --------------------         ------------------
<S>                        <C>                          <C>
      Raw materials        $1,423,893                   $1,291,490
      Finished goods        1,173,505                      816,719
      Packaging materials
        and supplies           65,355                       71,686
      Less provision for
      Obsolescence            (46,000)                     (46,000)
                           ---------------              ---------------
                           $2,616,753                   $2,133,895
                           ===============              ===============
</TABLE>

      All  inventory  is  currently  used  in  the  business  of  the  Company's
subsidiary, Berger Bros Company.

Note 3.   Property, Plant and Equipment:
      Property,  plant  and  equipment  is  recorded  at  cost.  Costs  of major
additions and betterments are capitalized;  maintenance and repair costs,  which
do not  improve  or extend the life of the  respective  assets,  are  charged to
operations as incurred. Leasehold improvements are amortized over the shorter of
the lease term or useful life.




                                         - 9 -
<PAGE>


      When an asset is sold,  retired, or otherwise disposed of, the cost of the
property and the related accumulated depreciation is removed from the respective
accounts, and any resulting gains or losses are included in income.

      For  financial  reporting  purposes,   depreciation  is  computed  on  the
straight-line  method over the estimated useful lives of the assets.  For income
tax purposes, depreciation is computed on accelerated methods.

Note 4.   Refinancing

      On August 21, 1997 Berger  Financial  refinanced  its CIT Financial  Group
working  capital and term loans with loans from Summit  Bank (the  "Bank").  The
working capital loan obtained from the Bank was increased to $3,500,000 which is
secured by the Company's  subsidiary's  accounts  receivable and inventory.  The
working  capital  loan  bears  interest  at the Bank's  Base Rate plus  one-half
percent.  Concurrently,  the Company borrowed $1,300,000 which is repayable over
36 months with  interest at the Bank's Base Rate plus one percent.  This note is
secured by equipment.  The refinancing  results in an interest rate reduction of
at least 250 basis points compared to the former rates.



ITEM 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operation.

Results of Operations

     The  financial  statements  include  the  accounts  of the  Company and its
wholly-owned   subsidiary,   Berger  Financial  Corporation   ("Financial")  and
Financial's  wholly-owned  subsidiary,  Berger Bros  Company.  All  intercompany
transactions  and  balances  have been  eliminated.
     During the quarter ended September 30, 1997 (the "Current Quarter"), the
Company reported net income of $658,449 on net sales of $5,878,929. This
compares to net income of $523,478 on net sales of $5,695,246 for the quarter
ended September 30, 1996 (the "Comparable Quarter").
     Income from continuing operations in the Current Quarter was $408,449
versus $523,478 in the Comparable Quarter, a decrease of 22% which primarily can
be  attributed  to increased  advertising,  the  introduction  of the  Real-Tool
snowguard  product line and a more national  sales  distribution  that increased
delivery costs.
      Cost  of  Sales  were  $4,552,603  in  the  Current  Quarter  compared  to
$4,382,870 in the  Comparable  Quarter.  As a percentage  of net sales,  Cost of
Sales  increased  slightly  to 77.4% in the  Current  Quarter  from 77.0% in the
Comparable Quarter, due mainly to product mix.




                                         - 10 -

<PAGE>

      Selling,  general and administrative expenses were $729,029 in the Current
Quarter as  compared to $631,136 in the  Comparable  Quarter.  This  increase in
expenses is due to expanded national  advertising in the Current Quarter,  which
management  expects  will benefit  subsequent  periods.  As a percentage  of net
sales,  selling,  general and administrative  expenses increased to 12.4% in the
Current Quarter as compared to 11.1% in the Comparable Quarter.
      Sales for the nine month period  ending  September  30, 1997 (the "Current
Nine Months"), were $15,892,258 an increase of 7.0% or $1,045,281 as compared to
$14,846,977 for the nine month period ending September 30, 1996 (the "Comparable
Nine Months").
      Income  from  continuing  operations  for  the  Current  Nine  Months  was
$1,011,085  an  increase  of 2.2% or $21,261  compared  to the  Comparable  Nine
Months. The improvement in both revenues and income is primarily attributable to
the contributions  from the newly acquired  Real-Tool product line and continued
expansion of the Company's  copper products which helped offset an industry wide
decline in aluminum sales.
      Net income for the  Current  Nine  Months was  $1,461,085  as  compared to
$989,824 in the Comparable Nine Months.  The Current Nine Months and the Current
Quarter  income  includes an  adjustment  to the  deferred  tax asset  valuation
allowance (described below).  The Current Quarter income includes $250,000
of the $450,000 tax benefit reported for the Current Nine Months.

            Provision for income taxes for the nine months ended September 30:
                                                1997             1996
                  Current, federal and state
                       at statutory rates       $405,000         $396,000
                  Deferred, reduction of
                       valuation allowance      (855,000)        (396,000)
                                             -------------       -------------
                                               ($450,000)              -0-
                                             =============       =============

      Selling,  general and  administrative  expenses in the Current Nine Months
increased to $2,148,835 from  $1,742,552 in the Comparable  Nine Months,  mainly
due  to  increased  national  advertising,  promotional  costs  related  to  the
introduction of new products in 1997 and increased distribution costs.


Liquidity and Capital Resources

      On February 7, 1997,  the Company  acquired all of the stock of Real-Tool,
Inc. ("Real-Tool") for a combination of cash and stock totalling $1,850,618 plus
royalty  payments  described  below.  Real-Tool is a Virginia  corporation  that
manufactures  snow guards for metal roofs. The Company  purchased the assets for
$900,618,  incurred  a  liability  aggregating  $750,000  which  is  payable  in
quarterly  installments  over a one year period and issued an aggregate  100,000
shares  of its  common  stock  to the  former  owner  and a former  employee  of
Real-Tool.  The Company also entered into a royalty agreement through 2012 which
calls for minimum payments of $75,000 annually through the year 2002.



                                         - 11 -

<PAGE>

      At September 30, 1997, working capital was $4,157,041 resulting in a ratio
of current  assets to current  liabilities  of 3.39 to 1, as compared to working
capital of $4,428,272 and a ratio of 5.84 to 1 at December 31, 1996. The decline
can be attributed to the cash used to purchase Real-Tool in February 1997.

      Current  liabilities at September 30, 1997 totaled  $1,738,455  consisting
primarily of $1,010,742 in accounts payable and accrued expenses and $727,713 in
current  maturities  of long term debt.  At December  31,  1996,  total  current
liabilities were $915,806  consisting  primarily of $668,089 in accounts payable
and accrued expenses and $247,717 in current maturities of long term debt.

      At September 30 1997, the Company had  shareholders'  equity of $9,502,444
as compared to $7,655,336 at December 31, 1996. The increase is  attributable to
the Current  Nine  Month's  net  income,  stock  issued in  connection  with the
Real-Tool acquisition and the exercise of stock warrants.

      Cash  provided by  operating  activities  for the Current  Nine Months was
$57,301 as  compared to  ($637,929)  used in the  Comparable  Nine  Months.  The
improvement occurred because the Company earned more income, acquired more trade
credit and  purchased  less  inventory  in the Current  Nine  Months  versus the
Comparable Nine Months.

      Net cash used in investing  activities  totaled  $1,495,928 in the Current
Nine Months as compared to $791,692 used in the Comparable  Half,  primarily due
to the acquisition of Real-Tool.

      Net cash provided by financing activities was $347,534 in the Current Nine
Months as compared to $1,379,650  provided in the  Comparable  Nine Months.  The
unused credit line as of September 30, 1997 was approximately $2,000,000.




                                         - 12 -
<PAGE>

                               PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

      None.

Item 2 - Changes in Securities.

      None.

Item 3 - Defaults Upon Senior Securities.

      None.

Item 4 - Submission of Matters to a Vote of Securities Holders.

     The Company's 1997 Annual Meeting of Shareholders  (the "Meeting") was held
on July 9, 1997 in Trevose,  Pennsylvania.  At the Meeting, Theodore A. Schwartz
and Irving Kraut were  re-elected  as  directors  of the Company,  with terms to
expire  in the year 2000 or until  their  successors  in  office  have been duly
elected and qualified. With regard to Mr. Schwartz, 4,166,094 votes were cast in
favor of his election and 6,058  withheld.  With regard to Dr. Kraut,  4,159,225
votes were cast in favor of his election and 12,927 withheld.

     The  following  directors  have terms of office  that  continued  after the
Meeting:  Joseph F.  Weiderman,  Jacob I. Haft,  Paul L.  Spiese,  III and Larry
Falcon.

     At the Meeting, the appointment of Goldenberg Rosenthal Friedlander, LLP as
the Company's  independent auditors for 1997 was ratified by a vote of 4,155,714
for, and 4,133 against. There were 12,305 abstentions and broker non-votes.

Item 5 - Other Information.

      Not applicable.

Item 6 - Exhibits and Reports on Form 8-K.

      None.




                                         - 13 -
<PAGE>



                  Signatures


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                        BERGER HOLDINGS, LTD.




                        By:/s/ JOSEPH F. WEIDERMAN
                        Joseph F. Weiderman
                        President and
                        Chief Operating Officer


                        By:/s/ FRANCIS E. WELLOCK, JR.
                        Francis E. Wellock, Jr.
                        Chief Financial Officer

                        Date:  November 13, 1997



                                         - 14 -



<PAGE>